


The Beauty Asleep Tale

by RoseWineGoddess



Category: Fairy Tales & Related Fandoms, Loki - Fandom, Marvel Cinematic Universe, Sleeping Beauty (Fairy Tale)
Genre: Dream Sex, F/M, French Kissing, Kissing, Loki - Freeform, Neck Kissing, Original Character(s), Sex, True Love's Kiss, Vaginal Sex
Language: English
Status: Completed
Published: 2018-07-30
Updated: 2019-01-12
Packaged: 2019-06-18 11:46:48
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 2
Words: 4,889
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15485058
Author URL: https://archiveofourown.org/users/RoseWineGoddess/pseuds/RoseWineGoddess
Summary: Loki magically reads the fantasies of an old lover and decides to make them come true. Based on the Sleeping Beauty fairy tale. Loki takes on the guise of a knight to awaken a Sleeping Beauty. It takes more than a kiss to awaken her, much, much, more.  (This is part of a larger story but this part can be read as a separate fiction.)*Comments are always appreciated and treasured but I hate to be one of those authors that beg for them. I hope you enjoy the story*





	1. Chapter 1

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Huge branches grew up and then curved back to create a small room. The way the room looked changed depending on the women inside it. As soon as his lover crossed the threshold the room would transform into what would please his lover the most. Loki smiled seeing a pair of the crystal champagne goblets still lying on the ground. He allowed himself a moment to relive the memory. Then he took in a deep lungful of the frosty air surrounding him. This was no time for him to be thinking of his last conquest.

As he moved toward the bower that was his current destination he smiled to see a trail of red rose petals awaiting him. The crimson petals appeared darker in the moonlight laying against the snow and they reminded him of garnets set in silver. So she had given him a trail of the rose petals she so loved to lead him to her. How very considerate of her, Loki thought, smirking. His anticipation fot the night was growing.

Loki stood still for a moment. His eyes, that had been cast down to follow the petals, now closed. He put his hand against the living branches that made up the walls of the bower and he smiled serenely. Oh, but this was unusual. It seemed his shy little Lillith with her dark hair and flashing green eyes had a love for the stories of Midgard, specifically the type of stories that he knew were referred to as fairy tales. His Lillith longed for a knight dressed in white to come and rescue her away from her normal, everyday life that she endured in the palace.

Loki could hardly blame her for that. In Asgard, woman were either wives or warriors, very few had what it took to break out of those molds. He had often wondered how the women that were not set on being married or hadn't the skill to be trained to fight as warriors kept from going crazy with the nonentity of life in the palace. Now he had part of his answer, at least for his little Lillith. She read her books about knights and heroes and she hoped one would come to take her away from the palace, that he would take her to a place that she felt she belonged.

He stood for a few moments longer trying to read Lillith's thoughts for something special. She had so many stories running through her mind but one kept returning over and over. In her thoughts, he saw a vision of a woman laid out upon the top of a glorious bed in a room that would have been beautiful if it had not been so dusty. It was obvious it was in disuse. The woman, whose hair shared the same dark curls of Lillith's own, was propped up on pillows and only the slight lifting of her breast as she breathed told Loki the girl was asleep and not dead. She held a vivid red rose clasped in her pale white hands. The luscious red of the rose was a contradiction to the creamy silk of her gown.

Sunlight poured in an open window and large vines with deadly looking thorns could be seen through its open casement. A discarded sword and shield, that practically glowed with magically imbued powers, lay thrown down near the window and there was a path of footprints in the dust that covered the floor of the room. Their path led from the window to the bed. A prince, going by the golden coronet that circled the dark hair on his head, was bent over the sleeping maiden. The tableau was frozen in the midst of his placing a kiss upon her lips.

Loki could not help but notice how much the prince in Lillith's fantasy resembled himself. She, his shy, quiet, Lillith dreamed of a handsome knight to wake her from her slumber. Loki smiled for this was definitely a role he could play for her, especially knowing how many times she had dreamed of this tale, with himself as her prince.

So Loki gathered a little of his magic up. With a small gesture and a thought, he changed the simple lace gown Lillith now wore to a creamy, white silk one with a bodice that laced up the front. This dress was a match to the dress in her dreams. With another simple gesture, similar to brushing lint off his clothes, his formal black tailcoat and trousers turned into softly gleaming white leather armor. Once he was satisfied with his appearance he went over and plucked one of the icy roses growing up the side of his bower. He tore off about three of rose's frozen petals and crushed them up in his palm.

The combination of the Svefnthorn spell and his own magic should make her wish easy to fulfill. Once the petals were crushed into glittering dust and mixed with his magical intent he blew the flecks into the bower's open doorway. He listened intently until he heard Lillith's breathing slow and the frantic, excited beat of her heart quieted. He had placed a very delicate spell on her that would keep her in a light trance that mimicked sleep although she would be able to feel and remember every touch and caress of her skin. It would give her fantasy a dreamlike quality to it as well.

Now that all was in preparation Loki walked eagerly toward his lover. He was going to make her fondest wish and fantasy come true. The subdued scent of the icy garden was replaced with the sweet fragrance of wild roses that filled the bower. Loki watched as Lillith's chest rose and fell with each breath she took. Loki loved the way the creamy whiteness of her gown set off the rich, glowing, darkness of her hair. He could not help but let his hands wander and skim down her arms, her waist, her legs and her thighs. Lillth gave no outward sign that she could feel his gentle exploration except that her lips parted and her breath quickened.

Loki leaned over her sleeping form and began to kiss the sweet soft bow of her upturned lips, admiring her in this borrowed aspect of sleep. He ran his fingers through her hair and fingered the soft tumble of her curls. He just wanted to feel the silky texture of it. He kissed her again softly, gently. Then he kissed her until the rush and swell of his blood was like a symphony ringing in his ears. He loved that he could stir the heat of her passion to life. He loved the taste of her lips and the moist velvety flesh inside. He loved the flaming heat coming off her skin. He could hear her heartbeat pick up as it began to roar. He saw the fine trembling start in her body. Her breath became a little labored.

Loki could smell her excitement just as easily as he could feel the heat off her skin. He wished he could watch her eyes shining with wonder but that would give up the game. Loki's spirit soared. Lillith sighed sleepily in a sweet, husky voice. What a darling girl, he thought. He adored the trusting innocence and adoration in her face. Tonight would be such a delightful experience. His heart swelled with affection for her, and he began to kiss her mouth gently and tenderly once again. He whispered softly in her ear "I can show you such pleasure. Pleasure only I am able to give." He followed his words with light kisses from her ear all the way down her neck, to the opening of her gown.

Loki unlaced the bindings on the front of her gown and lovingly pushed back the folds. He ran his fingertips down the soft, exposed skin. His fingers continued to slowly peel her gown away and he revealed in each inch of pale flesh revealed. His fingertips traced circular patterns on the skin of her thighs. He slid his fingers down to the tangled thatch of curls between her legs and lower still until they reached the center of pleasure between her loosening thighs.

Her bodies warmth rose with the frantic beating of her heart and her breath quickened. Loki began to suckle her breasts until she moaned out loud for him. He felt her thighs tighten for the want of his fingers, which he pushed inside her gently until he felt her resistant pressure and heard her small cries of pleasure. Loki enjoyed hearing her little whimpers as he continued stroking her, caressing her, licking and suckling her breasts. Loki listened in rapture to each little cry of ecstasy. He worked until she lay limp and damp, utterly spent.

Loki joined Lillith down on the bed, his white armor tossed to the floor. He knew Lillith would remember him in it, the sleep spell would allow her to retain her memories. He slipped behind her, pulling her close. He stroked the wet tendrils of her hair that still clung to her face. He covered her face in butterfly kisses to tease open her eyes. Loki watched as the memory of what they had just done began to fill Lillith's eyes. He watched her cheeks grow flushed and her pupils grow wide. Her green eyes were big and sparkling like the tossing of green, spring branches in a high breeze. How he adored her at that moment. "Loki?" Lillith questioned and it was a marvelous thing to hear his name spoken aloud with such reverence. He was awed at just being in her presence for these stolen moments.

"I am here, darling. Here to worship you and make those hidden dreams come true." Loki told her as his soft lips planted moist kisses along the column of her neck, and Lillith tipped her head to grant him better access. His lips traced patterns across her skin. He murmured her name into her neck between kisses,  gently grazed her skin with his teeth until she shuddered and pressed herself back into his body until she was pressed into his growing erection.

Lillith watched as Loki's hands swept lower, down her sides, her stomach, not missing an inch of flesh with his long, dexterous, fingers. Loki held her writhing body down by placing his palm against her as he rocked his hips forward. Lillith pushed back, grinding against him and gasping when his fingers dipped into her curls, slipping slickly though the wetness gathered there. “Oh, Lillith,” Loki whispered, parting her folds to tease her entrance with light circles. “So wet for me.”

He swept his fingertips over her clit and Lillith bit back a groan, losing herself to the sensation. From the way Lillith reacted to his every touch, Loki could tell how much she wanted his touch. It showed in the way he stroked her, pressing here, swirling there, until her legs trembled and every nerve in her body came alive. She clenched her inner muscles tightly, feeling the emptiness inside even while the act of drawing his fingers deeper drew teasing frissons of pleasure straight from her swollen clit.

Loki listened to her moans and watched the rapid rise and fall of her chest in time to her thundering heart. Lillith arched her back, spreading and lifting up her legs up, gasping as Loki’s cock finally slid between her slick folds. Without stopping the motion of his fingers on her clit, he slid deeper into her, moving in slow, deep thrusts that struck her at just the right spot. Lillith cried out at each fresh rush of heat and clenched harder around him, squeezing her muscles hard. A quivering in her core already fluttering in warning.

Her chest rose and fell in faster and faster trembling breaths. Lillith couldn’t move, held in place by the heat surging through her, curling her toes, shaking her knees, and coiling the muscles tighter and tighter in her stomach with every press of his cock, every stroke of his fingers. Loki thrust harder, his full length slamming into her, threatening to press her down into the bed if not for his steadying hand gripping her hips.

Lillith braced herself, wrists burning, legs shaking from the strain but it felt so good, she was so close, and Loki rocked into her with another of his deep thrust. He used his slick fingers to stroke to her clit faster and faster. Lillith's moan was rising out of the heat and leaving her chest in a ragged, desperate crescendo. The tension that had been coiling ever tighter and tighter broke and Lillith gasped, her entire body shaking as the waves of her second orgasm surged through her, shouting her pleasure over the whispers of Loki’s voice in her ear, urging her on.

Lillith's chest heaved, desperately trying to pull air into her lungs but hampered by the shuddering aftershocks and Loki’s cock gliding in faster, rolling thrusts into her still quivering body. “Don’t stop,” she whispered, needing to say it more than she needed to breathe. Loki tried to answer, but only managed to moan and shudder  
His cock plunged again and again into her folds and Lillith sank down on him, her muscles squeezing tight the moment he was fully sheathed.

Loki moved inside her, filling her full, an exquisite stretch drawing shivers of rapture with each plunging thrust, building the heat inside them with each progressively tighter squeeze of muscles. Loki's body daring her to let go and just fall, deeper and deeper into him with every answering roll of her hips against his. Loki dipped his head and caught her lips in a kiss, and she felt him trembling against her mouth. Lips and tongues moved together, the pleasure blooming too bright, too intense. Loki groaned, slamming into her so hard it stole her breath. He dragged his mouth away from hers to her nuzzle her neck, licking, sucking, until Lillith shouted his name and ground herself hard against him.  
  
Loki let out a raspy moan that sounded too tender, too intimate. Lillith’s inner muscles clenched, tighter, tighter. Loki thrust again and again. One final thrust and their pooled heat exploded. Lillith cried out and clung to Loki as her third orgasm crashed over her. Loki slammed into her one final time, roaring out his release into the dizzying, swirling vortex surrounding them.

They finally lay still, sleep dragging at Lillith’s mind while Loki breathed against her back. Lillith turned around in Loki’s arms. He drew them more tightly together, and she snuggled into his chest. Loki mumbled softly, Lillith felt rather than heard the rumbling in his chest. It vibrated along her spine, the sound and vibrations were a comfort to her as she drifted into the weightlessness of sleep.

She floated there at the edge. Warm, sated, and more relaxed than she could remember being in ages. Things weren’t perfect. The new memories they made would never erase the past hurt he had caused her. She had just begun to figure out who she was without him so she wouldn't think about what they could become, but maybe they had a chance, and maybe, just maybe, they could be something amazing for each other.


	2. Lady Lillith and Loki (Backstory)

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Lady Lillith and Loki (Backstory)

Lilith wondered the halls of Odin's castle lost in her thoughts. She was headed to one of the smaller castle libraries to work on her magic lesson with her tutor, Prince Loki of Asgard no less. Her magical abilities had come as something of a surprise and even though Prince Loki was young he was very knowledgeable in the magical arts. He was a few classes that all the noble children in the castle attended being that he was several years older than her. Her title of "lady" was a courtesy only, as she could not lay claim to any noble blood, at least that she knew of. She had no memory of her past.

She had somehow found her way outside of the royal section of Odin castle and collapsed near the door to the gardens of one of the noble households during a blinding midwinter snow storm. She had kindly been taken in by one of Queen Frigga’s ladies-in-waiting after she had been discovered lost in the shadows of the castle garden. When she was questioned she remembered nothing and no magic Queen Frigga had performed had been able to retrieve her lost memories. The women had quickly gotten the little girl into dry clothes and a warm bed with lots of blankets. She had slept fitfully, tossing around and murmuring in her sleep. She cried out whimpering about shadows that chased her and an angel of gold that had saved her.

While she floated in and out of sleep the girl caught snatches of conversation as the noble women whispered around her sickbed. She heard them speak about terrible battles being fought in distant parts of Asgard. They thought that perhaps she was a survivor of one of these that had somehow made it to the castle. Queen Frigga felt that if her mind had sealed itself off to protect her from the horrors she had witnessed then it would do her more harm than good to force her to relive that trauma. Queen Frigga and the ladies of the noble court decided that she would be adopted by the lady that had found her collapsed in the snow and who had no children of her own to care for, though she longed for them. The woman was herself was of a kind and motherly personality. She had lost her husband, her one true love, to one of Asgard's many wars with the Jotuns. Having lost her true love she had never had remarried and had lost all chances to have children.

And so the girl was given the name Lilith after the white Lily, a reminder of the snow in which the child was found in. As soon as she was well enough she became just another child growing up in the castle. It was agreed that she would attend classes with the other children living in the castle and to give her the life of any other noble child of Asgard. She loved being able to play in the castle gardens in the spring and summer. The adults treated her no differently than any other child and the girl did her best to hide her secret yearning to know her past. Though at first, she had longed to know who she was and where she had truly come these thoughts became like ghosts that occasionally haunted her thoughts but were mostly forgotten.

The classes she took put her in indirect contact with both of the Asgardian Princes, Thor and Loki. They were both older than she and she always tried to stay in the background trying not to attract too much attention to herself. Yet she could not help how her eyes followed the dark-haired Prince at any time he was around. While the other girls might sigh and gush over Thor and the way his already large frame was filling out even more, Lilith preferred the lithe look of Prince Loki more.

When Lilith was about sixteen she began to manifest magical abilities. At first, it was little things that she tried to hide and then it became larger manifestations of power. She didn't tell anyone of her powers, not even the loving mother that had adopted her. She was worried that if she was found to have magic, perhaps the magic of an enemy nation, she would be turned away from the only home she had ever known. She already had some problems with some of the other children and she was worried about losing what she had here. Her adopted mother loved her so much, it never seemed to matter to her that Lillith was not her own daughter, she lavished her with affection and was always willing to stop what she was doing to help Lillith with anything she needed. The most popular of the noble children sometimes teased Lillith because, as far as anyone knew, she had no noble heritage she could truly claim. Once the most popular noble children had started it the others had begun to do it as well. They didn't tease her every single day but once they started they kept it up until she could no longer stand it and she would run to get away from them. 

After one such day of being constantly tormented she had run to her favorite spot to seek solace. In the castle library, she had thrown herself down into one of the window seats but as soon as she let some of her pent-up feelings loose the glass window behind her had started to crack, from the bottom all the way to its cathedral-like ceiling. Queen Frigga had been reading quietly at one of the library tables and had witnessed the incident. She had then come over to comfort the overwrought girl. The Queen of all of Asgard had held her as gently as her own mother might have. She had listened as Lillith explained what had upset her and then she had spoken softly to Lillith about the ignorance of others and how true worth comes from within a person. When Lilith's torrent of tears had finally subsided Queen Frigga had shown Lillith some of her own magic.  
Lilith stared amazed. Everyone knew that Queen Frigga was a sorceress of considerable skill but not many people got to actually see the Queen work her magic. The was a huge difference in hearing about magic and seeing it worked in front of your own eyes. The Queen's movements were so graceful and elegant. She made the complex look as simple as taking a breath. 

At last Lilith was again smiling and the Queen even got her to work some small magics of her own. With Queen Frigga, Lillith felt like a heavy burden had been lifted from her heart. She no longer needed to be scared of someone learning the secret she had been so desperate to hide. The Queen told Lillith that she would need for a tutor in magic and that she herself would arrange one for Lillith. She explained to Lillith how important it was to keep her emotions under control to keep from causing her magic to lash out. This time only a window had been damaged when Lillith lost control but next time her anger might be directed at a person. Lillith understood and even agreed with the Queen about the need for someone to teach her to control. Lillith felt so much better just knowing that someone knew her secret and was going to help her. After a final hug Queen Frigga got up to leave. As she walking away, the crack in the damaged window sealed itself as if it had never been damaged at all.

Lilith had been summoned to the library after her last class was over the next day. She stood amazed when Queen Frigga had formally introduced her to her son, Prince Loki. Lilith could feel her mouth drop open in surprise. When Lillith had thought of her future magic teacher in her head she had pictured an old man in the long black robes that all the teachers wore. Instead of some old, wizened, gray-haired man, she was going to be taught by Prince Loki.

Queen Frigga must have misread the look on Lilith's face because she placed her hand on Lillith's shoulder and told her "Prince Loki may be young but I have been his teacher and he has studied magic by my side all his life. He shows great potential to be a formidable magician one day. And since he is closer to your age, I had hoped that perhaps you two could become friends. My son spends too much of his time alone with his books." Loki's cheeks had colored at that but he bent his head and gave his mother a small bow. Queen Frigga had then walked away leaving the two to begin Lilith's training.

Lilith smiled thinking again about their first meeting. That had been over a year ago now. Her mind continued to wander as her feet took her automatically to the library that was their agreed-upon meeting place for her lessons in magic. Her friendship with Loki had only grown stronger during their time together. She knew she didn't have to be afraid that Loki would judge her since he himself shared some of her abilities. They had connected over a shared love of books and magic, sometimes spending long hours engaged in magical debate. Even with the Queen and the Prince's acceptance she still couldn’t help but wonder sometimes if perhaps her real parents might have somehow known about her magical abilities and left her wondering near the castle afraid of what she might one day become. Then again, maybe if they had known she had powers perhaps they wanted her to have a better life and that was why she was abandoned. 

Lillith let her feet lead her to the library while her mind pondered what spell Loki might be going to teach her today. She stopped to gather her thoughts when she got to the big wooden doors of the library. Her feelings for Loki seemed to increase each time she was near him. They had been working hard together and now she was a master at controlling her magic, of not letting her emotions control her spells. Though she had the desire to go from being just Loki's friend to his lover and beloved she had kept her thoughts secret, never revealing them. The intensity of her feelings scared her. She was afraid that if she told him, it would make things awkward between them. She was unsure if she were even capable of being a lover to a Prince such as Loki. As she neared the library Lilith attempted to put these thoughts to the back of her mind. She had learned that her emotions could color her magic, changing the results she wanted so in order to master her magic she had to master her emotions.

While Lilith stood outside the library doors, she took a moment to straighten her dress and hair. She was so happy she even hummed a little to herself anticipating getting to spend an hour alone with Loki. She pushed open the heavy wooden library doors and began to stroll through the seemingly endless shelves of books to where the table that she and Loki worked at was. She ran her fingertips along the spines of the books and rounded the corner to reach her destination. Her thoughts were still on the endless days of study and time with Loki alone that she expected to have until she knew all the magic that Loki knew. Lilith stopped dead in her tracks, too stunned to move forward. Two figures moved together at the far end of the shelves. They were twined together in a way that could only be described as indecent. Lilith's mind ground to a halt at the sight in front of her. Loki was all masculine power. The woman he was with was in rapture, absolute ecstasy written across her face. Her skirt was hiked up around her waist, her legs were wrapped around his hips. Her fingers were tangled in his hair. The woman let out a moan and he clasped a hand over her mouth, shushing her. No wonder Lillith hadn’t heard them on her approach.

Lilith could feel her heart shatter, the tears welling up in her eyes and the lump that was forming in her throat. She wanted to yell, to scream, to cry out insults but he was not hers, no matter how much her heart had longed for him to be. She began to make her silent retreat when Loki lifted his gaze and his eyes pierced hers from over the woman's shoulder. Lilith's breath caught in her throat. Loki's eyes locked onto hers. Lilith's breath was coming erratically. She saw the despair in his eyes as the woman writhed beneath him, becoming ever more undone. Her whimpered cries of ecstasy drove Lillith out of the room at a run. 

She fled from what had once been her sanctuary. She would never come back again. After it happened Loki had tried to speak to her and ask for her forgiveness. He had tried again and again but his explanation of losing track of time only caused Lillith more pain. When she was no longer willing to speak to him he wrote apologies that she couldn't bring herself to read. Even Queen Frigga had tried to intervene on her son's behalf but Lillith's heart was too broken. Finally, the Queen had to convince Loki that he was hurting Lillith more and he was forced to give up and leave Lillith alone, both of their hearts breaking because of Loki's carelessness. 

Lilith continued to see Prince Loki as she took her classes and moved around the castle but the two of them never spoke again.

Not until........

**Author's Note:**

> Thank you for the support. Please let me know your opinion as I am trying to improve my writing skills and hearing opinions really helps!


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